WINGED: A New Pony Musical
by MagicQuill42
Summary: In a world prejudiced against anything new and where ponies with wings are unheard of, a young alicorn named Twilight is trying to live. As she attempts to eschew old prejudices she finds that actions have consequences, and that no one mourns the winged. Cover photo by me. Basically Wicked with MLP characters. DISCONTINUED, SORRY!
1. prelude

WINGED

A New Pony Musical

Prologue: No one Mourns the Winged

Our story begins in a town square, where a celebration is occurring. Ponies of all kinds have gathered to celebrate, for today racial labels have fallen away.

" _Good News!"_ the ponies sing. " _She's dead! The witch of the west is dead! The wickedest witch there ever was, the enemy of all of us here in Oz, IS DEAD! Good news! Good news!"_

"Look!" Someone in the crowd shouts. "It's Rarity!"

Slowly a bubble descends, in it, a white unicorn with a curled purple mane.

"Hello everypony! Delightful to see me isn't it? No need to answer, that was rhetorical."

She lands and begins to address the citizens. "Fellow Ozians, _Let us be glad. Let us be grateful. Let us rejoicify that goodness could subdue, the wicked workings of you-know-who! Isn't it nice to know, that good will conquer evil? The truth we all believe will by and by, outlive a lie, for you and-"_

"Miss Rarity," A yellow filly with an enormous hair bow tugged on the unicorn's poufy skirt. "Exactly how dead is she?"

"Well, there has been much rumor and speculation." The good witch answered. "Innuendos and outuendos, but let me set the record straight. According to the Time Alicorn Clock, the melting occurred at the 13th hour; a direct result of a bucket of water thrown by a young filly. Yes, the Wicked Witch of the West is dead!"

The citizens cheered, and random celebrators began shouting statements.

" _No one mourns the winged!"_

" _No one cries 'they won't return.'"_

" _No one lays a lily on their grave."_

" _The good mare scorns the winged!"_

" _Through their lives our foals do learn!"_

" _What we miss when we misbehave!"_

" _And goodness knows,"_ Rarity interjected. " _the winged's lives are lonely. Goodness knows, the winged die alone. It just shows when your winged, your left only, on your own."_

" _Yes goodness knows,"_ The townsfolk agreed. _"The winged's lives are lonely. Goodness knows, the winged cry alone. Nothing grows for the winged, they reap only, what they've sewn…"_

The filly tugged on the unicorn's skirt again. "Rarity, why does wickedness happen?"

"Another brilliant question, young mare!" Rarity praised. "Are ponies born wicked? Or is it thrust upon them? After all, she had a childhood; she had a mother, and a father who happened to be the mayor of Ponyville."

Rarity imagined the scene: A smart-looking blue stallion kissing his beautiful wife good-bye.

" _How I hate to go, and leave you lonely."_

" _That's alright it's only just one night."_

" _But know that you're here in my heart while I'm out of your sight!"_

"And," Rarity continued. "Like all families, they had their secrets."

She imagined another stallion, this one cloaked in darkness, coming in with a strange green bottle.

" _Have another drink, my dark eyed beauty. I've got one more night left here in town. So have another drink, of green elixir, and we'll have ourselves a little mixer. Have another little swallow little lady, and follow me down!"_

"And naturally, from the moment she was born, she was…well…different!"

The scene in Rarity's imagination shifted.

" _It's coming!"_ the midwife screamed.

" _Now?"_ The blue stallion asked.

" _The baby's coming!"_

" _And how!"_

" _I see a nose!"_

" _I see a curl!"_

" _It's a healthy, perfect, lovely little-"_

Both of them screamed.

"What? What is it, what's wrong?" The grey mare asked, panicked at the thought of something wrong with her baby.

" _It's atrocious!"_ the midwife spat.

" _It's obscene!"_ The new father agreed.

" _Like a flighty, birdy, cabbage, the baby is unnaturally… WINGED!"_

"So you see," Rarity contuied. "It couldn't have been easy…"

" _No one mourns the winged! Now at last, she's dead and gone!"_ the townsfolk contuied their celebration around her. _"And goodness knows,"_

" _Goodness knows!"_ Rarity repeated.

" _We know what goodness is!"_

" _OOOOOHHHHH!"_

" _Goodness knows, the winged die alone."_

" _She died alone."_ The unicorn mourned.

"" _Woe to those, who spurn what goodness they are shown! No one mourns the winged!"_

" _Good news!"_

" _No one mourns the winged!"_

" _Good news!"_

" _No one mourns… the winged! Winged! Winged!"_

"Rarity!" A stallion called out. "Is it true you were her friend?"

The unicorn froze. "Well- I- yes." The crowd gasped. "That is- I mean- it depends on what you mean by friend. I did know her. Our paths did cross… at school. But we were both very young and it was so… long ago…."

Rarity looked into the distance as she became lost in her memories.

 _ **So… don't hate me, but I'm putting 5 Years Later on pause for a bit.**_ _ **It's not that I don't like it, I just forgot where I was going with it, and there's only so many times Hiro can be an idiot before Tadashi catches on. That said, I'm going to be working on this for a while. In case you couldn't tell, here are some of the more subtle things in this fic. Rarity will be playing the part of Galinda/Glinda. Pegasi are non-existent in this AU, due to… my whims? That's why I'll be using "Wicked" and "Winged" relatively interchangeably. That's also why Fluttershy, and Rainbow if she shows up, will be earth ponies. Sorry. And uh… Oh yeah! Applebloom cameo!**_


	2. Chapter 1

Chapter One: Dear old Shiz

 _Many Years Ago…_

A purple alicorn took a deep breath as she looked at the daunting building before her. The vine draped walls looked cold and ancient, the hallowed halls no less so. She shivered.

"Twilight?" An orange earth pony in a wheelchair asked. "You alright?"

Twilght turned to her companion. "I'm fine. Just a little daunted. That's all."

"I don't see why." A blue unicorn stallion said from behind them. "You're only going-"

"To take care of AJ. I know, father. I know."

The unicorn glanced up at her, disapprovingly. He turned to the earth pony. He held a box out to her.

"For my precious little filly. A parting gift."

"Oh, father. You didn't have to-"

She was cut off as he pulled out two sliver horseshoes.

"Jeweled shoes! Oh, father, you shouldn't have!"

"The benefits of the future governor of Ponyville." He turned back to the alicorn. "Now, Twilight, take care of your sister. And try not to talk too much." He walked back onto the train and left.

The blond earth pony turned to her sister, who was bending down to help her put the shoes on. "Twilight."

"I'm fine. What would have gotten me anyways? I clash with everything."

Once the shoes were on she started wheeling her sister into the school. As the halls became more crowded they began to attract more and more stares. More specifically, Twilights wings were attracting stares.

"What are you all looking at?" She questioned. "Do I have something in my teeth?" She looked at her drab skirt. "Is my petticoat showing? Well, time to get this over with." She grumbled.

"Yes, I've always had wings. No, I didn't steal them from a bird. No, I didn't-"

"Twilight!" AJ whispered harshly.

"Ah, yes! This is my sister Applejack. As you can see, she has perfectly normal body parts."

"Twilight, stop it!"

"Hello, everypony!" another voice called above the clamor.

The crowd parted to reveal a white unicorn being carted on a large pile of luggage.

"Stop here, Pip!" she called. "I need my room assignment, after all."

As she came to a halt, a gray unicorn walked into the hallway.

"WELCOME THOU NEW STUDENTS!" She yelled, forcing everyone to cover their ears. "WE ARE PLEASED TO HAVE YOU HERE! I AM MADAME MOON, HEADMISSTRESS OF OUR FAIR SCHOOL! WHETHER YOU'RE HERE TO STUDY LOGIC, LITERATURE OR LINGUIFICATION, I KNOW WE SPEAK FOR OUR FELLOW FACULTY MEMBERS WHEN I SAY WE HAVE NOTHING BUT THE HIGHEST HOPES FOR SOME OF YOU! Now!" she lowered her voice to a more reasonable level. "Regarding the room assignments…"

Both Twilight and the white unicorn raised their hooves. The headmistress called on the unicorn first.

"IS THIS REGARDING YOUR ROOM ASSINMENT?"

"Oh, Madame," the unicorn laughed. "Thank you so very much for asking, but I have already been assigned a private suite…"

A groan rose throughout the crowd.

"Oh, don't worry. You can all come visit me whenever you like!"

"How nice of you!" A yellow pony with a pink mane called.

"You're so good!" Yelled a pink earth pony.

"No I'm not." The unicorn blushed.

"Yes you are!" the crowd called.

"Oh stop it!" She swished her hair.

"DOEST THOU HAVE A QUESTION?" roared the headmistress.

"Um, yes." The unicorn continued meekly. "You see, I am Raritia Upland of the Upperuplands… I've applied to your sorcery seminar, and indeed that is my sole purpose of attending Shiz; to study sorcery with you. Perhaps you recall my essay, "Magic Amulets, Accessories or Danger."

Madame Moon raised an eyebrow. "Yes… However, I do not teach my seminar every semester, unless, of course, somepony… special were to come along."

"Well, exactly!'' the unicorn tossed her hair and struck a 'very special pony' pose.

Twilight had had enough. "We haven't yet received our room assignments, ma 'mm."

The headmistress turned to her. "Yes, yes, of course. Oh!" she caught sight of Applejack. "You must be miss Applejack, the daughter of the governor. How tragically beautiful you are." She turned to back to Twilight. "And you…"

"I'm the other daughter, Twilight. I'm beautifully tragic."

"Now, now. I'm sure you're very bright." The headmisstriss looked at her list. "I don't seem to have you down here. A slight glitch, no matter. We shall find someplace to put you."

On the other side of the room, Raritia was in a bit of a tizzy.

"I don't think she even read my essay." She huffed.

"That's so unfair." The yellow pony sympathized.

A short, purple and green dragon spoke up. "You should say something."

"Should I?" Raritia contemplated.

"Do it!" The pink pony cheered.

"WHICH OF YOU LADIES WILL VOLUNTEER TO SHARE WITH MISS TWILIGHT?"

Two heartbeats later Raritia, who wasn't paying the slightest bit of attention, raised her hoof. "Madame Moon…"

"THANK YOU MISS RARITIA! HOW GENEROUS OF YOU!"

"Um, what?" Raritia furrowed her brow.

"MISS TWILIGHT, THOU SHALT SHARE WITH MISS UPLAND!"

"What?"

"THE GOVERNER MADE HIS CONCERN FOR YOUR SISTER'S WELL BEING QUITE CLEAR. THUS, SHE SHALT SHARE A ROOM WITH US!"

"But Madame, I've always looked after my sister." Twilight protested.

The grey unicorn started wheeling Applejack away. "EVERYPONY TO YOUR DORMS!"

"LET HER GO!" Twilight yelled.

Applejack's wheelchair was torn from the headmistress' grasp and began wheeling itself back to her sister.

"HOW DID YOU DO THAT?" The headmistress's eyes were wide with shock.

The same question rippled through the crowd.

"OUR MAGIC IS SECOND ONLY TO CELESTIA'S! THY WOULD HAVE TO BE QUITE POWERFUL TO MAKE US LET GO OF SOMETHING THAT EASILY!"

"Twilight!" AJ hissed.

"HAS THIS HAPPENED BEFORE?"

"Um, something just comes over me sometimes." Twilight stuttered. "I can't control it. I'm sorry Madame. I'll try not to let it happen again."

"SORRY? NEVER APLOGIZE FOR TALENT! IT IS A GIFT! Tell me, have you ever considered a career in sorcery?"

"Sorcery?" Twilight repeated.

"I shall tutor you myself, AND I SHALL TAKE NO OTHER STUDENTS!"

"What?" Raritia cried.

The headmistress drew Twilight close to her as most of the other students filed out.

"Miss Twilight… _Many years I have waited, for a gift like yours to appear. Why I predict Celestia will make you hers. Magic, Grand Vizier! My dear, my dear. I'll write at once to Celestia, tell her of you, in advance. With a talent like yours, dear, there is a defin-ish chance. If you work as you should, you'll be making good."_

She began to wheel AJ out, brushing off Raritia who tried to get her attention.

"Well, I never." The unicorn huffed. She threw Twilight a glare and left, her luggage being wheeled not far behind her.

Twilight found herself alone in the hall, attempting to process everything that had just unfolded.

" _Did that really just happen? Have I actually understood? This weird quirk I've tried to suppress or hide is a talent that could help me meet Celestia. If I make good. So I'll make good."_ She nodded decisively and started towards her room.

" _When I meet Celestia, once I prove my worth. And then I meet Celestia, what I've waited for since,"_ she paused " _Since birth. And will all her wizard wisdom, by my wings she won't be blinded. Do you Celestia is dumb? Or like ponies so small-minded? No! She'll say to me 'I see who you truly are. A girl on whom I can rely.' And that's how we'll begin, Celestia and I."_

She pulled out of her daydream long enough to notice everypony else was swerving away from her. As if they feared they might get wings too if they stood too close.

" _Once I'm with Celestia my whole life will change, 'cuz once you're with Celestia no one thinks you're strange. No father is not proud of you. No sister acts ashamed, and all of Oz has to love you when by Celestia you're acclaimed. And this gift or this curse that I have inside, maybe at last I'll know why when we are hoof in hoof, Celestia and I. And one day she'll say to me 'Twilight, a mare who is so superior, shouldn't a mare who's so good inside have a matching exterior? And since folks here to an obscured degree seem fixated on your verdigris, would it be alright by you if I de-wing-ify you?' 'Well of course that's not that important to me. Alright, why not?' I'll reply. Oh what a pair we'll be Celestia and I. Yes, what a pair we'll be Celestia and…"_

She stopped in her tracks. " _Unlimited. My future is unlimited. And I've just had a vision almost like a prophecy. I know it sounds truly crazy, and true, the visions hazy, but I swear someday there'll be a celebration throughout Oz that's all to do with me!"_ She started skipping out of pure euphoria. " _And I'll stand there with Celestia! Feeling things I've never felt. And though I'd never show it, I'd be so happy I could melt! And so it will be for the rest of my life, and I'll want nothing else 'til I die! Held in such high esteem, when people see me they will scream for half of Oz's favorite team: Celestia… and I!_

She entered her room, certain a great new page of her life was starting out. She hadn't even set a hoof in the door before she stopped short. Inside was the most frou-frou room she'd ever seen. Lace covered almost every edge, and what wasn't colored pink was blue or yellow.

"Hello darling." Raritia called from the middle of the monstrosity. "I took the liberty of decorating our room. Hope you don't mind."

Twilight groaned. It was going to be a long year.

 _ **TADA! The second installment of Winged. By the way, the characters will/are pronouncing it WING-ed, like WICK-ed. I hope that helps. Can you tell who's who yet? Not all the mane 6 will have leading roles here, so sorry if your favorite takes a backseat. I'm going mostly off personality's here so all my favorites will be playing minor roles. The casting of Nessarose presented a problem. Originally I was going to have her be Cadence, but my heart told me she shouldn't be with anyone other than Shining Armor, and I'd already had Boq picked out. Syllable wise, Applejack works. Shipping wise, I will be torn apart by haters. But that was going to happen anyway. Any guesses on who Boq will be?**_


	3. Chapter 2

Chapter Two: Life at Shiz

Several weeks later Twilight and Raritia were writing letters to their parents.

'My dearest, darlingest Momsy and Popsicle…' Raritia penned fondly.

'My dear father…' Twilight wrote.

 _'There's been some confusion over rooming here at Shiz.'_

 _'But of course I'll care for AJ.'_

 _'But of course I'll rise above it.'_

 _'For I know that's how you'd want me to respond. Yes, there's been some confusion for you see my roommate is…'_

Raritia chose her words carefully. ' _Unusually and exceedingly peculiar and altogether quite impossible to describe…'_

'Ditzy.' Twilight practically stabbed the paper with a period.

Twilight folded her letter and tucked it into her dress as Raritia checked her reflection and primped her hair.

 _"What is this feeling, so sudden and new?"_ Raritia wondered.

 _"I felt the moment, I laid eyes on you!"_ Twilight agreed.

 _"My pulse is rushing."_

 _"My head is reeling."_

 _"My face is flushing."_ Raritia panicked.

" _What is this feeling?"_ they asked together. _"Fervid as a flame, does it have a name? Yes…. LOATHING! Unadulterated loathing!"_

" _For your face."_ Raritia criticized.

 _"Your voice."_ Twilight countered.

 _"Your clothing."_

 _"Let's just say I loathe it all."_ They agreed. _"Every little trait however small, makes my very flesh begin to crawl, with simple utter loathing. There's a strange exhilaration in such total detestation. It's so pure, so strong! Though I do admit, it came on fast, still I do believe that it can last. And I will be loathing, loathing you my whole life long!"_

They walked out to the courtyard, where Raritia was greeted by an adoring crowd.

" _Dear Raritia, you are just too good! How do you stand it? I don't think I could! She's a terror, she's a tartar! We don't mean to show a bias, but Raritia, you're a martyr!"_

"Well…" Raritia tossed her hair. " _These things are sent to try us!"_

The crowd turned towards Twilight and looked down their noses. " _Poor Raritia forced to reside with someone so disgusticfied. We just want to tell you, we're all on your side! We share your loathing!"_

 _"What is this feeling so sudden and new?"_ Both Raritia and Twilight interjected.

 _"For her face, her voice, her clothing…"_

 _"I felt the moment I laid eyes on you."_

 _"Let's just say."_

 _"My pulse is rushing, my head is reeling…"_

 _"We loathe it all!"_

 _"Oh what is this feeling?"_

 _"Every little trait however small…"_

 _"Does it have a name?"_

 _"Makes our very flesh begin to crawl…"_

 _"Yes…"_

 _"AHHHH!"_

 _"…LOATHING!"_ The students shouted.

" _LOATHING!"_ Twilight and Raritia agreed.

 _"….LOATHING!"_

" _There's a strange exhilaration!"_

 _"…..LOATHING!"_

 _"In such total detestation!"_

 _"…SO STRONG!"_

 _"It's so pure so strong! Though I do admit it came on fast, still I do believe that it can last,"_

 _"….LOATHING!"_

 _"And I will be loathing, for-forever."_

 _"LOATHING….LOATHING…LOATHING YOU!"_

 _"Loathing, truly, deeply loathing you!"_

 _"…..LOATHING, UNADULTERATED LOATHING!"_

 _"MY WHOLE LIFE LONG!"_

Twilight snuck up behind Raritia. "BOO!"

Raritia squeaked, which caused Twilight to laugh.

"All right students," A male voice called. "Settle down and take your seats."

They did as they were told and turned to the front to see a most unusual creature in front of the blackboard. It had the head and horn of a goat, a deer horn, the talon of an eagle, and the paw of a lion. The students couldn't see the rest of its body, as it was covered by a professor's robe.

"I have read your most recent essays," The creature told them. "And I'm amazed to report that some of you actually made progress! Although, many of you still seem to favor form over content… Ms. Rarity."

"It's RaritiA." She corrected.

"Yes, of course. Excuse me, Rarity."

"I don't see what the problem is. Every other professor seems perfectly able to pronounce my name." Raritia cried in exasperation.

"Maybe," Twilight spoke up from the back. "Pronouncing your precious name isn't the sole purpose of Dr. Discord's life. Maybe he's not like every other professor. Maybe some of us are different."

"Oh! It seems the little birdy is a little fried!" Raritia shot back.

"Class, class!" Dr. Discord called. "Miss Twilight has a point! As you know, I am the sole Legend Creature, Legend for short, on the faculty. The token goat, as it were. But it wasn't always this way. Oh, my little ponies, how I wish you could have seen it back in the day!"

Most of the students groaned inwardly, knowing what was coming, and dreading it.

"You could walk down the halls and see a Griffin explicating a sonnet, a Manticore solving an equation, a Sea-Serpent waxing philosophic. Don't you see how our dear Shiz is becoming less and less…" He looked at Twilight. "diverse. Now can anyone tell me what sent these events into motion?"

Twilight raised her hoof. "From what I've heard, it all started with the great drought."

"Exactly." Dr. Discord commended. "Food grew scarce, ponies grew hungrier and angrier. And the question became "Whom can we blame?" Can anypony tell me what is meant by the term 'Scapegoat?' Someone besides Twilight?"

Twilight blushed as Raritia raised her hoof.

"Ah, yes, Miss Rarity…"

"It's RaritiA… with an AH." The unicorn corrected again. "I don't see why you can't just teach us history instead of always harping on the past."

Dr. Discord stroked his beard thoughtfully. "Well, perhaps these questions will enlighten you."

He walked over to the chalkboard and turned it over. On it was written 'Legends belong in stories, not daily life' in large, scrawling letters.

Dr. Discord's face turned livid. "Who is responsible for this!" he waited. "Well… Come on, who was it?" A full minute passed before he finally dismissed the class, clearly upset.

"Go on, get out of here, you ninnies." He grumbled.

"You go on ahead, AJ." Twilight whispered to her sister, who wheeled out the door without hesitation.

Twilight walked over to Dr. Discord, and read the chalkboard again.

"Oh Miss Twilight," Discord said when he noticed her. "You needn't worry me. Go along and have lunch with your friends."

"I don't really have any." Twilight muttered. "But I'd be more than happy to share my lunch with you."

"Oh, why thank you."

Twilight opened her saddlebag and drew out her lunch bag. From that she withdrew a candy bar. She gave it to Dr. Discord, who started eating it, wrapper and all. He glanced at the board and set down the bar.

"Suddenly, I'm not so hungry."

"You really shouldn't let them get you." Twilight tried. "Statements like that, I mean. I always do, but you shouldn't. With me, it's only me their insulting. With you, it's essentially an entire species. More even."

"I know." He moaned dejectedly. "But the things one hears these days. _I've heard of a Minotaur professor from Moore no longer permitted to teach, who has lost all powers and speech. And a griffin in Pony Rock, a vicar with a thriving flock, forbidden to preach, now he only can screech! Only rumors but still, enough to give pause to anyone with claws. Something bad is happening in Oz."_

" _Something bad? Happening in Oz?"_ Twilight questioned.

" _Under the surface. Behind the scenes. Something Baaaaah…."_ He covered his mouth. "Sorry. …bad."

"Dr. Discord, are you alright?" Twilight fretted. "Do I need to fetch you a glass of water?"

He considered this. "No. I don't know what came over me."

"So," Twilight steered. "Are you saying that there are Legends out there that have, somehow, lost their powers and speech?"

The doctor nodded. "With so much pressure not to…"

"DOCTOR DISCORD!" Madame Moon entered the classroom. "WE HEARD THERE WAS A DISTURBURANCE IN THY CLASS. IS EVERYTHING ALRIGHT? Oh," She noticed Twilight. "You're still here! We thought you would have been on your way to our seminar by now."

Twilight faltered. "Yes, Madame. Ordinarily I would be, but…"

"But what? WE DO HOPE WE HAVE NOT MISPLACED OUR TRUST IN YOU. MAGIC IS A VERY DEMANDERATING MISTRSS, AND IF ONE HAD AMBITIONS OF MEETING CELESTIA… We are sure Dr. Discord sees our point." She turned on her heels. "DO NOT BE LATE." She called as she left.

"I'd better go." Twilight put her lunch back in her saddle bags. She paused as a thought occurred to her. "Dr. Discord, if something bad is happening to the Legends then someone has to tell Celestia. That's why we have Celestia! _So nothing bad…"_

"I hope you're right."

" _Nothing all that bad."_

" _Nothing truly BAAAAAHHHH…"_ he covered his mouth. "Sorry… Bad."

" _It couldn't happen here in Oz…"_ Twilight contemplated as she left.

 _ **I'm really having fun with the ROYAL CANTERLOT VOICE. Also this chapter gave me some hilarious mental images, as I hope it did to you. The idea of Discord bleating in the middle of a sentence cracks me up**_


	4. Chapter 3

Chapter Three: Flash

Later a carriage pulled into the courtyard.

"Sir? We're here!" Called the brown stallion pulling the carriage. "Shiz University!"

The blue-haired orange stallion within started awake. "What? Already?"

"Yes, sir."

"What a shame." He climbed out. "Well, I'll see you soon, Button. Doubt I'll last longer at this school than any of the others."

"Don't give up hope just yet, sir." They performed a secret hoof shake, then parted ways.

Across the lawn a young dragon was attempting to win Raritia's affection.

"I know I'm just a little dragon, but dragons have feelings too, and I've been trying to tell you mine, for you. But sometimes it seems like you don't even know I'm here." He pleaded.

"Oh, that's not true Spick."

"It's Spike."

"Spick!" She grabbed his arm. "Do you know who that stallion over there is? The orange one."

Spike shook his head. "That's Flash Sentry, the Winkie Prince whose reputation is so scandalacious!" Raritia squealed.

Spike looked at the "prince" with newfound disgust. What had he done to deserve Raritia's admiration? To Spike's horror, the stallion began walking over to them. Raritia swished her hair. Flash did the same, though Spike thought it looked ridiculous for a male to do.

"Were you looking for something or someone?" Raritia asked him.

"Uhhh yeah… history…. Class?" Flash looked about, seemingly dazed. "I don't know… somewhere."

"History building is that way." Spike pointed. "Way over-"

"That class just ended!" Raritia interrupted.

"Oh! Perfect timing!" Flash sat down next to Raritia, shoving Spike off the bench.

"Well, he recovers quickly." The dragon grumbled.

"So," Flash resumed. "What does one do for fun around here?"

"Nothing really… Until now that is…" Raritia fluttered her eyelashes.

"We've been studying!" Spike protested. They ignored him.

"Well, I see that once again the responsibility to corrupt my fellow students falls to me." Flash wiggled his eyebrows. "Luckily, I'm up to the task."

" _The trouble with schools is they always try to teach the wrong lesson."_ He explained. _"Believe me, I've been kicked out of enough them to know. They want you to be less callow, less shallow, but I say why invite stress in? Stop studying strife and learn to live the unexamined life… Dancin' through life, skimming the surface, gliding where turf is smooth. Life is painless for the brainless, those who don't try, never look foolish. Dancing through life, no need to tough it when you can sluff it off as I do. Nothing matters, but knowing nothing matters. It's just life, so keep dancing through."_ He got up and started to follow his own advice, dancing around the courtyard. " _Dancing through life, swaying and sweeping, and always keeping cool. Life is fraughtless when you're thoughtless. Those who don't try never look foolish. Dancing through life, mindless and careless. Make sure you're where less trouble is rife. Woes are fleeting blows are glancing, when you're dancing through life!"_

He turned back to Raritia. "So! What's the most swankified place in town?''

"That would be the Ozdust ballroom." Raritia answered.

"Sounds perfect!" Flash grabbed her hand and started spinning her. " _Let's go down to the Ozdust ballroom, we'll meet there later tonight. Find the prettiest girl."_ He pressed their cheeks together. " _Give her a whirl!"_ He resumed dancing. " _Right on down to the Ozdust ballroom, come on follow me! You'll be happy to be there!"_

By this point other students had begun to join in, making a sort of flash mob. Or rather, Flash mob. " _Dancin' through life, down at the Ozdust!"_

" _If only because dust is what we come to!"_ Flash interjected.

" _Nothin matters, but knowing nothing matters. It's just life!"_

" _So keep dancing through."_ Flash finished.

Spike tapped on Raritia's shoulder. "Miss? I hope you'll save at least one dance for me. I'll be right there, waiting, all night."

"Oh, that's so kind." Her eyes darted around looking for an excuse. Her eyes lighted on Applejack, who was watching on the sidelines. "But you know what would be even kinder? _See that tragically beautiful girl?"_ she turned him to look at AJ. " _The one in the chair? It seems so unfair we should go on a spree and not she. Gee, I know someone would be my hero if that someone were to go invite her!"_

"Well, maybe I could invite her!" Spike suggested.

" _Oh, Spick, really? You would do that for me?_ "

"I would do anything for you, Miss Raritia." He strolled over to Applejack. "Excuse me Miss? There's something I'd like to ask you…"

"You're good." Flash walked up to Raritia.

"I don't know what you're talking about. But, seeing as I happen to be free tonight, so…"

"So I'll be picking you up around eight?"

"After all, _now that we've met one another, it's clear we deserve each other! You're perfect."_

" _You're perfect!"_

" _So we're perfect together, born to be forever dancing through life!"_

/\\\\\\\/\\\\\\\

"It's absurd!" Twilight ranted. "This silly, rich boy appears and everyone's off to worship him at some cultish social gathering!"

"Even me!" Applejack wheeled over to her vanity. "I'm going! Isn't it wonderful? Spike said he was too shy to ask me at first, but once Raritia encouraged him…"

Twilight raised an eyebrow. "Raritia?!"

Applejack turned to her. "Don't you dare say another word against her! I'm about to have the first happy night of my life all thanks to her!" She turned back to the mirror. " _Finally for this one night, I'm about to have a fun night with this dragon-boy Raritia found for me. And I only wish there were something I could do for her. Oh, Twilight see… We deserve each other and Raritia helped it come true. We deserve each other, me and Spike._ Please, Twilight, try to understand."

" _I do."_ Twilight left to go have a discussion with her roommate. The roommate who was, just then, talking about her.

/\\\\\\\\\/\\\\\\\\\

"Raritia, what in Oz's name is this?!" Pinkie pulled a pointy black hat out of Raritia's wardrobe.

"Oh, pretend you didn't see that." Raritia pulled her hair into a bun, then shook it out. "My mother is always giving me the ugliest hats, the mare really has no sense of style. I'd give them away but I don't hate anyone quite that much."

"Um, excuse me for interrupting." Fluttershy whispered. "But, you kind of do."

"Oh, you don't mean…"

"DO IT!" Pinkie encouraged. "Give the hat to Twilight."

Raritia took the hat and headed out the door, nearly running over Twilight in the process.

"Oh, Raritia. Listen, AJ and I were talking about you just now-"

"And I was just talking about you!" The unicorn blurted. "I thought you might want to wear this hat to the party tonight." She thrust it at the alicorn. " _It's really, uh, sharp! Don't you think? Y'know black, is this year's pink! You deserve each other this hat and you, you're both so… smart! You deserve each other, so here! Out of the goodness of my heart."_

She ran back into the room. Twilight looked down at the hat, and slowly walked back down the hall.

/\\\\\\\/\\\\\\\

At the dance that night Spike stood by the side of the dance, awkwardly holding Applejack's hoof.

"So… what's in the punch?" she attempted.

"Uh, I think its lemons, and melons, and pears." He answered.

"Oh my!"

Finally Spike's conscious wouldn't let him rest anymore. _"Listen AJ…"_

"Yes?" She asked hopefully.

" _Uh, AJ… I've got something to confess a reason why, well, why I asked you here tonight… Now I know it isn't fair."_

"Oh, Spike, I know why."

"You do?" Her face looked so crestfallen he could hardly look her in eyes.

" _It's because I'm in this chair, and you felt sorry for me…"_ She paused, regarding his shock. " _Well, isn't that right?"_

"No! No, it's because… uh, because…" He couldn't do it. He couldn't look her in the eyes and say he asked her out to win Raritia's heart. " _Because you are so beautiful!"_

Her face lit up. "Oh Spike, _I think you're wonderful! And we deserve each other, don't you see this is our chance? We deserve each other, don't we Spike?"_

He tried to think of a way to change the subject and his eyes fell on the dance floor. "You know what? Let's dance!"

Applejack panicked. "What?"

He wheeled her out onto the floor. " _Let's dance!"_

On the other side of the ballroom Madame Moon ran up to Raritia.

"Miss Upland?"

Raritia turned, a little surprised to see her headmistress.

"I have something for you." She pulled out a small pamphlet and levitated it in front of Raritia.

In small, elegant script it read: Magic Spells for Beginners.

"Oh, Madame." Raritia breathed as she took it in her magic. "Really?"

The grey-blue unicorn nodded. "Yes. Your roommate was rather persistent. You should thank her when you next see her."

Raritia tore her eyes from the pamphlet. "Wait, what? Twilight?"

"Yes. She requested I include you in my sorcery class. She also insisted I tell you this very night. Even threatened to drop out of the seminar."

"But… why?" Raritia questioned.

Madame rolled her eyes exasperatedly. "Well I don't know. My personal opinion is that you don't have what it takes. I hope you'll prove me wrong… I doubt you will."

She left, her final thought hanging in the air. Flash came up behind Raritia.

"What's wrong?" he asked.

"I… I got what I wanted." She stared at the pamphlet.

He cocked his head to one side, in confusion. "Then what's wrong?"

"Nothing…" She tucked the pamphlet into her saddlebags over at the wall.

"Good." Flash grabbed her hoof. "Let's dance."

They'd only just started dancing when they began to hear laughter near the entrance. They wandered over and pushed their way through the crowd. In the center of all the laughter was…

"Twilight?" Raritia muttered.

She was standing in the center in what could charitably be called a frock. On her head was perched the hat Raritia had given her. She considered the crowd around her, regarding them coldly as if to say 'you can't hurt me anymore than you have.'

"Who in Oz is that?" Flash asked incredulously.

"Oh, it's my roommate. Please don't stare." Raritia begged.

Flash glanced back at Twilight and chuckled. "It's a little hard not to."

Twilight had started dancing. It was quite clear from the way she moved that she'd never done it before. She moved about in a most unseemly manner, throwing her hooves in the air and wiggling her flank. Nopony joined her, not even the music.

"Well, I'll say this." Flash commented. "She doesn't give a hoot about what any pony else thinks."

"Yes she does." Raritia realized. "She only pretends not to… Oh… I feel awful."

"Why?" Flash questioned. "It's not your fault."

Raritia wasn't listening. She was too busy pushing her way through to the center, throwing out 'sorry's and 'pardon me's. When she joined Twilight in the center, she began dancing just as horribly. The other students soon joined in, figuring if Raritia liked it, it must be alright.

" _Dancing through life, down at the Ozdust. If only because dust is what we come to. And the strange thing, your life could end up changing while you're dancing through."_

 _ **Oh, Spike. Had you only told her then.**_


	5. Chapter 4

Chapter Four: Becoming Friends

"Your very first party ever?!" Raritia exclaimed.

After the party, during which Nopony had looked twice at Twilight, the two had retired to their room.

"Your first party!" Raritia squealed. "Oh, oh, oh! I have an idea! Let's tell each other something we've never told anyone. I'll go first. Flash and I are going to get married!" She squealed again.

Twilight's eyes widened. "He's already proposed?"

"No, he doesn't know it yet. But it's meant to be." She sighed. "Okay, now it's your turn!"

Twilight rolled her eyes. "Like what?"

"Like…" Raritia illuminated her horn. "What's this funny green bottle you keep under your pillow?"

She took it in her magic and ran across the room. Twilight tried to grab it, first with her magic, then declining to use her hooves.

"Give it back!" She begged.

"C'mon, tell me." Raritia taunted. "Tellmetellmetellmetellme!"

Twilight finally got a hold of it. Grasping it in her magic, she tucked it back under her pillow.

"It was my mother's. That's all…"

There was silence for a long while.

"Well that's not fair!" Raritia said silently. "I told you a really good one!"

The unicorn plopped down face first on her bed and started sobbing dramatically. Normally Twilight would have ignored her roommate's antics, but this time she only laughed. Her mind made up, she sighed as her face fell.

Quietly she whispered "My father hates me."

Raritia's head shot up as she gasped.

"No, no." Twilight corrected. "That's not the secret. The secret is…" She took a deep breath. "It's my fault…" she broke off.

"What is?" Raritia prompted gently.

"That my sister… is… the way she is." She paused to collect herself. "You see, when my mother was carrying AJ, my father was worried the new baby would come out…. So he made her chew milk flowers, day and night. Only, that made AJ come too soon. Her back legs were all tangled and, my mother… never woke up. None of which ever would have happened if it weren't for me."

She started crying quietly, tears coursing down her face. Raritia walked over and sat down. She guided Twilight's head into her lap, then started stroking her hair gently.

"That was the milk flowers fault, dear. Not yours. That may be your secret Twilight, but that, by no means, makes it true." She glanced at the window and stood up with a jolt. "Oh, goodness! It's tomorrow already!"

She levitated a handkerchief to Twilight, who rubbed her face briskly, then began levitating hairbrushes and makeup, letting them hang in the air like a mobile. She turned to Twilight.

"Twiliy, do you mind if I call you Twiliy?" she asked.

"It's a little… perky." Twilight muttered.

"And you can call me… Raritia. So, Twiliy, now that we're friends, I've decided to make you my new project!"

Twilight's head shot up and her eyes widened. "You really don't have to do that."

"I know," Raritia smiled. "That's what makes me so nice. _Whenever I see someone, less fortunate than I (and let's face it, who isn't, less fortunate than I) my tender heart tends to start to bleed. And when someone needs a makeover I simply have to takeover I know, I know exactly what they need. And even in your case."_ She looked over her shoulder at her new friend. _"Though it's the toughest case I've yet to face."_

Twilight rolled her eyes as Raritia dumped all her beauty equipment on her bed.

She struck a determined pose. "Don't worry, I'm determined to succeed, follow my lead, and yes, indeed. You will be... Popular." She started working on Twilight's hair. _"You're gonna be popular. I'll teach you the proper ploys when you talk to boys, little ways to flirt and flounce." She squealed. "I'll show you what shoes to wear, how to fix your hair, everything that really counts to be popular. I know about popular, and with an assist from me to be who you'll be. Instead of dreary who you were, well, are, there's nothing that can stop you from becoming popular… lar. La la la la! We're gonna make you popular!"_

She began working on Twilight's makeup, smudging it roughly into every crevice of her face. "When I see depressing creatures with unprepossessing features, I remind them on their own behalf to think of celebrated heads of state or especially great communicators, did they have brains or knowledge don't make me laugh!" Raritia giggled. " _They were popular. Please, it's all about popular. It's not about aptitude it's the way your viewed, so it's very shrewd to be very very popular, like me!"_

Twilight groaned. "This is never going to work!"

"Oh, Twiliy, You simply mustn't think that way anymore! Your whole life is going to change, and all because of me. Okay," She levitated her pamphlet from her bag. "Stand up. I'm going to turn your… urm, frock into a magnificent ball gown!"

After glancing at the pamphlet, she aimed her horn at Twilight's dress and yelled "BALLGOWN!" very loudly. Nothing happened.

She tried again. And again. Each time louder than the next until Twilight had to cover her ears.

"IS THIS THING EVEN ON?!" Raritia glared at her horn.

"Do you want me to try?" Twilight asked cautiously.

"No." Raritia sighed. She threw the pamphlet onto her bed and plastered a wide grin on her face. "Never mind that. Go ahead and wear the frock, it's better than some of your… other outfits. Now I'll show you how to flip your hair." She dramatically tossed her head so that her hair flipped. "Or you can use your hoof." She demonstrated. "Or you can use your whole body." She used her whole body to flip her hair, and accidentally fell on the bed. She squealed. "Now you try."

Twilight gave a half-hearted flip using her hoof, but Raritia didn't seem to be paying attention. She was levitating the pink flower from her hair. She stuck it in behind Twilight's straight bangs.

"There. The finishing touch." She declared. She levitated a mirror over to Twilight. "Look, at you, Miss Twilight. You're beautiful."

Twilight looked at her reflection in muted awe. You could hardly see the real her under all the makeup and rearranged hair. It didn't seem fair that her true self had to be masked in order to be pretty. If this was beauty she wanted no part in it.

"I-I have to go." Twilight ran out the door, rubbing off what makeup she could.

"You're welcome!" Raritia called after her.

The unicorn looked at herself in the mirror admiringly. _"And though you protest your disinterest, I know clandestinely… You're gonna grin and bear it, your new found popularity! La la, la la! You'll be popular! Just not quite as popular as ME!"_ she quaffed her hair one more time and followed Twilight out the door.

 _ **YAY! BFFs now! If Raritia (Rarity) is coming off as ditzyer than her canon self, that's because she's been fused with Galinda, who was very blonde on the outside, but was actually very kind and wise. Also, I would like to apologize if some of the dialogue or scene descriptions are a little awkward. I've never actually seen Wicked, so I'm going off of a script I found on the internet. I am trying to personalize it so that it's Rarity reacting and not Rarity acting as Galinda reacting. Same goes for all my cast here. BTW, you may be wondering where Rainbow Dash is. Don't worry. She shows up later in this fic. Way later. But she does get more than a cameo. I promise.**_


	6. Chapter 5

Chapter Five: The Griffin Pup.

Everyone was settling into their desks when Twilight walked in with one of Raritia's more outrageous outfits on. The unicorn had caught up with her and somehow wrangled her into a frilly pink skirt and a spangled yellow top. Twilight still wasn't sure how it went together, but she trusted that Raritia's fashion sense was better than hers.

She caught everyone staring and tried for a hair flip. She was mid-flip when she saw Flash quirking an eyebrow at her.

"What?" She demanded.

"Nothing. It's just…" He struggled for the words. "You've been 'Raritia-fied'. You don't have to do that, you know?"

Twilight's mind raced at this, but Dr. Discord walked in before she could respond.

"Alright class, take your seats, if you haven't already. I have something to say." He looked out at them with what could only be a sorrowful expression. "I- I regret to inform you that I will no longer be teaching here at Shiz University. I wanted to thank you all for your enthusiasm, essays (no matter how feeble), and even, on occasion, your lunches." He looked mournfully at Twilight.

Madame Moon walked in before he could continue his speech. "DOCTOR DISCORD! WE ARE DREDFULLY SORRY!"

Twilight stood up. "Madame, we have to do something!"

Dr. Discord gave her a small smile. "Miss Twilight, they can take away my job, but I shall continue to speak out on behalf of Legends everywhere!"

A scientist walked in as he was speaking, grumbling about a 'stupid goat.' They began to haul him off, with him still yelling at them.

"They aren't telling you the full story! Remember that class! Remember!" And just like that, he was gone.

"DOCTOR DISCORD!" Twilight yelled. She looked around at her fellow students. "Well, are you all just going to sit there in silence?"

Madame Moon walked over to her. "Miss Twilight, there is nothing we can do, please take your seat."

Twilight stared at her in shock, scarcely noticing the new professor walk in.

A gray unicorn with a black mane stated in a nasally voice, "Hello students. My name is Professor Jet Set. And I'll be taking over your history class."

Twilight slowly sat back down while everyone else greeted him. She was still reeling when she noticed a large box with a cloth over it being wheeled into the classroom. The new professor pointed at it.

"This is called a cage." He levitated the cloth off to reveal a box made of metal bars. Inside was a young griffin pup.

"We will be seeing more of these in the future," Professor Jet Set continued. "As these remarkable innovations are actually for the Legend's own good-"

Twilight peered at the pup. "If it's for her own good, why is she trembling?" she demanded.

"It's just excited to be here, that's all." The professor hit the cage with his back hoof. "As I was saying, one of the benefits of caging a Griffin pup while it's young is that it never learns to speak."

"WHAT!?" Twilight shouted.

"MISS TWILIGHT!" Madame Moon reprimanded. "IF YOU CONTNUIE TO DISRUPT THE CLASS YOU WILL BE ASKED TO LEAVE."

The professor winced at Madame Moon's shouting then motioned the class forward. Twilight stayed in her seat, head down, barely able to comprehend how things had unfolded before her. Nor how helpless she had been to stop them.

Suddenly a voice behind her spoke up. "Can you imagine a world in which Legends are kept in cages and never speak?"

She turned to see Flash sitting crossed-hooved in his desk, similarly agitated.

"What can we do about it?" Twilight asked, eager to help someone, anyone.

Flash took a deep breath, puffing out his cheeks, then exhaled and shook his head. "I don't know."

Twilight felt her anger flare. "Well, somepony has to do… SOMETHING!"

Sparks flew from her horn, each landing on someone in the room. As soon as the sparks touched them they began to twitch uncontrollably, some even falling on the floor. It effected everyone in the class. Everyone except Twilight and Flash.

"What's happening?" Flash asked in a tone bordering on panic.

"I don't know!" Twilight replied. "I just- I got mad, an-and…"

"Alright, don't move, and don't get mad at me." Flash moved up to the front of the class, dodging students and faculty members. He grabbed the lion cage and put it on his back. He grinned cheekily at Twilight.

"Well, are you coming?" They darted out the door, leaving the slightly deranged scene behind them.

/\\\\\\\/\\\\\\\

They were halfway through the woods that surrounded Shiz when something occurred to Twilight.

"Try not to shake her, alright? Be careful." She instructed.

"I'm not." Flash promised.

"You know, we can't just let her loose anywhere. We have to find somewhere safe-"

"I know!" Flash snapped. "Don't you think I would realize that? You must think I'm really stupid or something!"

"No, not really stupid." Twilight muttered softly.

"Why is it every time I see you," Flash huffed. "You're causing some kind of commotion."

"I don't cause commotions." Twilight growled. "I am one!"

"Well that's for sure."

"Oh!" Twilight rounded on him. "So you think I should just keep my mouth shut! Is that what your trying to say?"

"No, I'm-"

Twilight flared her wings. "Do you think I want to be this way? Do you think I want to care this much? Do you know how much easier my life would be if I didn't?"

"Do you ever let anypony else talk!?" Flash shouted.

"Oh." Twilight folded her wings again. "Sorry. Can I just say one more thing? You could have walked away back there."

Flash lowered his head a bit. "So?"

"So, no matter how shallow and self-absorbed you pretend to be-"

"Excuse me," Flash snapped his head back up. "There is no pretense there. I happen to be genuinely self-absorbed and deeply shallow."

Twilight laughed. "No you're not. Or you wouldn't be so unhappy."

"Well, if you don't want my help…" he turned around.

"No, I do!" she looked at the little griffin. "Poor little thing, she's still trembling."

"Why was I the only one you didn't do the twitchy thing to?" Flash asked softly.

Twilight looked up at him and noticed a line of scarlet trickling down his cheek.

"Oh, you're bleeding! She must have scratched you!"

Flash looked deeply into those violet eyes. They were so full of care and concern. For the pup? For him? Or for everything that she saw through them?

"Yeah…" He muttered dazedly. "Or maybe it scratched me or something." He cleared his throat. "Well I better get to safety- I mean the pup- get the pup to safety."

He ran off before she could notice his cheeks heating up.

Twilight stared after him and sighed. " _Hands touch, eyes meet. Sudden silence, sudden heat. Hearts leap in a giddy whirl. He could be that colt, but I'm not that mare."_ She started heading back to the school. " _Don't dream too far. Don't lose sight of who you are. Don't remember that rush of joy. He could be that colt but I'm not that mare. Every so often we long to steal to the land of what-might-have-been, but that doesn't soften the ache we feel when reality sets back in."_ she thought of Raritia _. "Blithe smile, lithe limb, she who's winsome, she wins him. Amethyst hair with a gentle curl. That's the mare he chose, and heaven knows. I'm not that mare."_ She paused on the edge of the courtyard. _"Don't wish, don't start, wishing only wounds the heart. I wasn't born for the rose and pearl. There's a mare I know, he loves her so. I'm not that mare…"_


	7. Chapter 6

Chapter Six: Celestia

Several weeks later Twilight was still brooding over the incident. She had visited the library repeatedly to try and find a scientific explanation for why Legends talked and why it was inponane to shut them up. She was on one such mission when Madame Luna ran up to her.

"TWILIGHT! WE HAVE FOUND THEE AT LAST!"

Twilight winced slightly at the Headmistress' usual volume. "Hello Madame."

"MISS TWILIGHT! WE HAVE FINALLY HEARD BACK FROM CELESTIA! SHE WISHES TO MEET WITH THEE!"

Twilight stared dumb-founded at her. "Celestia… see me?"

"WE ARE AWARE OF HOW THE… CURCUMTANCES OF DOCTOR DISCORD AFFECTED YOU! WE ASSURE YOU MY DEAR, AS ONE DOOR CLOSES ANOTHER OPENS!"

Her horn illuminated and she withdrew a green envelope from her saddle bags. She tucked it neatly into Twilight's bag. The purple alicorn beamed and hugged the headmistress.

"Oh, Madame! I don't know how I'll ever thank you!" She gushed.

Luna smiled and pried her off gently, then frowned at the sky. "Hmm… The flowers are looking a bit down. HERE."

She levitated Twilight an umbrella, which the alicorn took in her own magic. No sooner had she opened it then Madame Luna aimed a spell at the sky. Within seconds clouds covered the sun and rain pelted down, sending any students still outside scrambling for cover. Luna smiled at Twilight's shocked expression.

"DID WE NOT TELL THEE? WEATHER IS OUR SPECIALTY. NEXT TO DARKNESS SPELLS, OF COURSE." The headmistress turned to leave. "OZ-SPEED, TWILIGHT. MAKE US PROUD!"

Twilight smiled. "Thank you. I will. I'll try."

She pulled the envelope out of her saddle bag and levitated it in front of her face.

" _And there we'll finally be, Celestia and I."_

/\\\\\\\/\\\\\/\\\/\

"ALL ABOARD!" the conductor called.

"Remember," Raritia quizzed. "Eye contact. And don't forget to tell her how wonderful she is. Powerful ponies love that. And be yourself… well," the unicorn paused. "Within reason."

Twilight rolled her eyes, but found herself smiling. She heard a rattling behind her and turned. Slowly, Spike was wheeling AJ up to them. Unfortunately, the chair's handles were much higher than the small dragon's head. That, and Twilight knew from experience how heavy it could be.

When they finally got there, Applejack hugged her sister. "I'm so proud of you, Twi. And I know father would be too."

Twilight smiled at her. "You'll be alright, won't you?"

"Of course she will!" Raritia half huffed half sniffed. "She has Spik to take care of her."

"It's SPIKE!" The small dragon exploded. He blushed as every eye at the station was suddenly drawn to him. "I- I… I can't do this anymore." He ran off as fast as his legs could carry him, the three mares watching him in shock.

"Spike…" AJ murmured.

"Darling," Raritia chewed her lip, a habit Twilight hadn't seen from her before. "Maybe… maybe he isn't the right one… for you."

Applejack's head shot between her and the direction the dragon had gone. She shook it fiercely.

"No. It's me that's not right." She wheeled herself after him.

"AJ, wait-"

Raritia grabbed Twilight's hoof with her own. "Let her go. The truth will come out eventually. She'll just have to manage without you." The unicorn smiled at her friend. "We all will."

Twilight snorted. "Please, you'll only notice I'm gone because you won't hear gasps from the new students as I walk down the halls. Besides," She grinned slyly. "You'll have Flash."

Raritia smiled back, then furrowed her brow and searched the crowd. "Where is he anyway?''

Twilight shrugged. "I didn't expect him to come. We barley know each other."

Raritia sighed. "I don't really know him either, of late. He's been distant, and moodified. Worse yet, he's been thinking, which is never good for him. I'm worried. I never knew how much he cared about that old Draconaques." She mused. Suddenly her face brightened. "There he is! Flash! Flash, darling! Over here!" she waved him down.

The stallion crossed over to them both, a daisy in his mouth. Shyly, he tucked it behind Twilight's ear.

"Twilight," He stammered. "I- uh… I'm happy for you."

"Yes, we are both so happy!" Raritia gushed, eyeing the daisy.

Flash ignored her. "I- uh… I've been thinking."

"So I've heard." Twilight joked, cheeks going a little pink.

"About… that griffin cub and… everything. …I think about that day a lot."

Twilight's cheeks grew hotter. "Um… me too."

"As do I darlings!" Raritia cried suddenly. "Poor, poor Doctor Discord it makes me want to… uh… take a stand!" She hopped up on a nearby bench. "I've been thinking of… um… changing my name!"

The other two blinked at her.

"Your… name?" Flash questioned.

"Well… Yes!" the unicorn continued, now a little less certain. "Since Doctor Discord had his own special way of saying my name, I will no longer be called by anything else. I am Raritia no more. Now, simply call me RARITY!" She struck a pose.

The other two glanced at each other, then her, unsure how to react.

"How… uh… admirable." Flash told her. He turned back to Twilight. He opened his mouth then closed it. "Good luck." He told his hooves, before dashing off.

Raritia climbed down from the bench. She huffed. Twilight looked back at her, fighting laughter.

"Raritia…"

The named unicorn sighed tiredly. "I suppose its Rarity now, darling. Stupid idea. Don't know what possessed me to say it."

Twilight wrapped a wing around her friend. "It doesn't matter what you're called. Everyone loves you."

Rariti- Rarity pushed away. "I don't think I care, darling. My heart wants him. I don't think he's perfect anymore and I still want him." A sudden realization seemed to hit her. "This must be what other people feel like. How do they bear it?"

Twilight laughed and came to a realization of her own. "Come with me."

Rarity started. "What? Where?"

Twilight's smile broadened. "To the Emerald City."

Rarity's eyes widened. "Do you mean it? Really?"

Twilight nodded and her friend squeed. They boarded the train, determined to have a good time.

 _ **The author has chosen to exclude ONE SHORT DAY based on the fact that it is a complicated song to write as dialogue and she is tiered of trying to wrap her head around the two choruseseseses. I love the song, but I'm not writing it here.**_

/\\\\\\\/\\\\\/\\\/\

The two mares spent the better half of the morning seeing the sights. It wasn't until Rarity chanced a look at a clock that she realized they were behind schedule. She dragged Twilight over to the Celemania tent, her friend barely looking up from her book.

Only when her name was called by the usher did Twilight finally look up. The brown stallion led them through a twist and turn of corridors before he finally opened a large brass door.

Rarity gasped at the elegant throne room. Though, she reflected that if she had done it there would been more varying shades of green and the gold would be a little less gaudy. But still, it was beautiful nonetheless.

Twilight, on the other hoof, was glancing around for another occupant of the room. Or a chair at least.

Just as she was about to mention this to Rarity, an enormous puff of smoke appeared in the center of the room, catching both the mares' attention. When it cleared, it revealed a large metallic-looking head. Twilight backed up a pace.

"I AM OZ! THE GREAT AND TERRIBLE! WHO ARE YOU AND WHY DO YOU SEEK MY AID?" the head roared.

Twilight backed up another pace. She glanced at her friend for support, only to find her frozen in what looked like a mixture of confusion and mortal terror.

"WELL?" The head roared again.

"Um, I'm Twilight Sparkle your… uh, terribleness." She cowered a little.

"Oh!" A voice within the head reverberated. "Is that you, Twilight? I didn't realize."

A tall white mare with a pastel rainbow mane climbed out of the terrifying head. She had a green cloak over her back, and wore a gold cape, but her mane seemed to be left to go wild around her horn.

She smiled amiably. "I hope I didn't startle you. It's just so hard to see back there." She regarded the two mares. "Hmm. Which of you is Twilight?"

Twilight numbly raised her hoof.

"I see." Celestia, for that was who the mares deduced she was, smiled wider and turned to Rarity. "And you are…?"

"Rarity. The IA is silent." The unicorn smiled back, a bit bashfully.

Twilight walked up to the Oz mask and touched it gently with her hoof. Celestia turned back to her, still smiling.

"It's beautiful, isn't it. Though I suppose it isn't much. But ponies just expect this kind of thing. And you have to give the public what they want, that's just showbiz. I hardly ever let people see the real me, but this is a rather… special occasion."

Twilight turned back to Celestia, now beaming as it all sunk in. "I'm so happy to finally meet you!"

"And I you." Celetia sighed happily. "I do so love making ponies happy. _I am a sentimental mare who always longed to be a mother. That's why I do the best I can to treat each citizen of Oz as son or daughter. So Twilight, I'd like to raise you high. For I think everyone deserves the chance to fly! And helping you with your assent allows me to feel so, parental. For I am a sentimental mare…"_

Twilight glanced eagerly at Rarity, then beamed back at Celestia. "I'm here- we are here to alert you that something bad is happen-"

Celestia waved her off. "Please. I'm Celestia, dear. I know why you've come."

"Oooo." Twilight and Rarity exclaimed in unison.

"Of course, first you have to prove yourself…" The older mare stated.

Rarity repeated the statement dazedly.

"Wait, what?" Twilight asked. "But, how?"

Celestia shrugged. "Oh, I don't know. _Some sort of gesture, mostly for show. Something to prove your adeptness…"_ she stamped her hoof on the floor. "I know! Blueblood!" She called over her shoulder. "Bring the book! And the Press Secretary while you're at it! Also the butler!"

This demand was met by a white unicorn stallion with a blonde mane walking in, an old, leather-bound book suspended in his magic. He was followed by a rainbow-maned mare and a very familiar blue-gray unicorn.

"Madame!" Rarity exclaimed.

Celestia smiled. "Yes. I believe you are well acquainted with my new Press Secretary."

"Press what?" Twilight asked.

The former headmistress sniffed. "WE HAVE MOVED UP IN THE WORLD, TWILIGHT. THOU SHALL FIND THAT CELESTIA IS A VERY GENORUS MARE. DO SOMETHING FOR HER AND SHE SHALL DO MUCH FOR YOU!"

"Goodness!" the unicorn stallion exclaimed. "Do you always yell like that?"

"Yes." Twilight and Rarity deadpanned.

Celestia chucked. "Oh, Blueblood! I'd almost forgotten you were there. Girls, this is my nephew, Blueblood."

"Charmed." The stallion sneered.

"What… what is it you want me to do?" Twilight asked hesitantly.

Celestia smiled at her again. "Well you see, my butler here, Rainbow Dash, every day she stares longingly at the birds-"

The earth pony mare snorted. "I do not. That was one time!"

"-Wishing she could join them in the sky!" Celestia contuied as if the other mare hadn't spoken.

"Last time I tell you anything." Rainbow Dash grumbled.

Twilight stifled a laugh.

"I was thinking a levitation spell might ease her pain." Celestia explained as the cyan mare rolled her eyes. "I would do it myself but what I have in mind requires some rather complex spellwork and it really isn't my forte…"

"Is that the Grimmerie?" Rarity interrupted suddenly. The others followed her gaze to the book that was still hanging from Blueblood's magic.

"INDEED." Madame Luna confirmed. "IT IS THE BOOK OF LEGEND. THE ANCIENT BOOK OF SPELLS AND ENCHANTMENTS!"

"Can I touch it?" Rarity asked quietly.

"No."

Blueblood passed the book to Twilight, who took it in her own magic.

"This writing is so odd."

Celestia shrugged. "It's a lost language. The language of spells. It's kind of a recipe book for change."

Blueblood smiled coldly at her. "Don't be upset if you can't decipher it. I, with all my magical experience, can manage two or three spells. And that's after years of study."

Everyone in the room gave Blueblood a rather withering gaze. Rarity smiled encouragingly at Twilight, who nodded nervously.

She began to chant, reading aloud from the book. "AHVEN TATEY, AVEN TATEY, AHVEN…"

"Oh, Rainbow Dash what an experience you are about to have!" Celestia gushed.

Rainbow Dash looked a lot less sure. As Twilight continued chanting her eyes began to glow a pure white and she rose in the air ever so slightly. The rainbow haired mare backed up quickly, trying to escape the magic, but she was too late. She was wrapped in a magenta aura, floating higher than Twilght's head.

" _Since once I had my own day in the sky…"_ Celestia said over the chanting. _"I know everyone deserves the chance to fly!"_

Finally, Twilight's chanting ceased. Rainbow Dash dropped to the ground with a scream and began twitching violently. Twilight ran over to her.

"What happened?" She panicked. "Did I do something wrong?"

Luna shook her head. "IT IS MEARLY TRANSITION."

"You've actually done it." Blueblood said in astonishment.

Before Twilight could ask exactly what she had done, Rainbow stopped twitching. Slowly, the mare rose unfurling a pair of cyan wings as she did so.

Twilight backed away from her. "No! I'm sorry Rainbow- I…" She whipped her head to Celestia. "How do I reverse it?" She half shouted.

"YOU CANNOT." Luna stated for the other mare.

"WHAT?!" Twilight was shouting now.

"Spells are irreversible." Blueblood explained snarkily.

"I told you she had the power! I knew it!" Celestia beamed.

Twilight felt the blood drain from her face. "You- you planned this?"

"Of course!" Celestia answered.

Twilight turned back to Rainbow Dash, who was staring in shock at her former mistress.

"You- you wanted to turn me into a freak?" She whispered.

Celestia shook her head. "Not a freak dear. A spy. A perfect spy."

The purple mare, the cyan and the younger white one were all struck dumb.

"YOU BENIFITE AS WELL, TWILIGHT!" Luna boomed.

"And this is only the beginning! Through touch, Rainbow can give her blessing to other ponies, and then I- we will have spies a plenty!" Celestia looked at them as if this should be the best news they'd ever heard.

"Through touch?" Rainbow whimpered.

"Spies?" Twilight asked.

"Your right…" Celestia mused. "It does sound a bit harsh. What about scouts? That fits better. They'll fly around Oz, reporting to me any subversive Legend activity.

Twilight was hit with a sudden realization. She picked the book up from where she'd dropped it. "You can't read this book at all, can you?" She asked, voice dangerously low. "That's why you need cages, and spies, and- and me. You have no real power!"

Celestia mistakenly took her statement for a step in the right direction. "Exactly! Don't you see? The world is your oyster now! You have so many oppertunies. Both of you." She nodded at Rarity.

Rarity bowed her head. "Thank you, your Ozness." She murmured.

Celestia's smile grew. " _Since once I had my own chance in the sky, I know everyone deserves the chance to-"_

"NO!" Twilight ran off, the book still in her magic.

"TWILIGHT!" Madame Luna called after her.

"I'm so sorry your Celestialship." Rarity apologized. "I'll run and fetch her. Twily! Wait darling!"

"We'll have to get her back one way or another." Blueblood sniffed. "She knows too much.

"WORRY NOT!" Luna assured him. "WE WILL HANDLE IT."

She strode off to who knows where while Celestia climbed back in her oversized head.

"GUARDS! GUARDS!" The head boomed.

A white stallion with a blue mane trotted through the door.

"THERE IS A FUGITVE LOOSE IN THE PALACE! FIND AND CAPTURE HER, THEN BRING HER TO ME!"

The guard bowed. "Yes, your Ozness."

As he left, Rainbow Dash tore her eyes from where Celestia had been standing and fixed them onto her new wings. "What just happened?" She muttered meakly.

 _ **I think that's what we are all wondering, RD. BTW, I don't hate Celestia, she was just the only one I could think of to fill this role. If it helps, imagine Blueblood is manipulating her behind the scenes. Also, I decided to use Rainbow as Chistery because A: This is an AU where winged ponies don't exist and I couldn't stand to see her grounded. B: All the other options I thought of either already had wings, no emotional connection to Twilight, or were already taken as characters. And C: Because using a pony rather than a monkey adds a little more drama. Which is just what we need to add to everything! ;) JK. Review please!**_


	8. Chapter 7

Chapter: Defying Gravity

Rarity raced after friend, though she was careful not to rip her dress. It was one of her favorites, after all.

"Twily!" She called. "Where are you going? Wait for me!"

If Twilight heard her, she gave no sign. She raced up a long flight of stairs, which, as far as Rarity could tell, led up the insides of the clock. She'd remembered seeing the clock on their way to the wizard. Of course, at the time, she hadn't thought she would be running up in it.

Finally, they reached the top and Twilight started pacing. "No, no, no!" She muttered. "There are no more stairs. This might be the attic…"

"Twilight." Rarity huffed. "Listen to me a moment, would you?"

Twilight ignored her. She shut the door and a broom surrounded in magenta magic came flying over to barricade it.

"Twilight!" Rarity grabbed the alicorn's shoulders. "Why couldn't you have stayed calm for once rather than flying off the handle? _I hope you're happy! I hope you're happy now! I hope you're happy how you've hurt your cause forever, I hope you think you're clever!"_

Twilight's face soured. " _I hope_ you're _happy!"_ she shot back. _"I hope you're happy too! I hope you're proud how you would grovel in submission, to feed your own ambission…"_

 _"So though I can't imagine how,"_ they told each other. _"I hope you're happy right now…"_

Suddenly, Madame Luna's voice broke through the afternoon. "CITIZENS OF OZ, THERE IS AN ENEMY THAT MUST BE FOUND AND CAPTURED! BELIEVE NOTHING SHE SAYS! SHE IS THE GREATEST EVIL WE HAVE FACED SINCE THE CHANGELINGS OF '09. SHE IS RESPONSIBLE FOR THE MUTILATION OF THIS INNOCENT PONY! THE WINGS ON HER BACK ARE AN OUTWARD MANIFESTATION OF HER TWISTED NATURE! THIS DISTORTION… THIS REPULSIVE… THIS… WICKED WITCH!"

Rarity let go of Twilight and looked her in the eye. "Don't be scared, darling. It's just a misunderstanding, I'm sure."

Twilight looked her friend dead in the eye. "I'm not."

Rarity's frown deepened and she crossed to the window. "They're looking for you. Are those… Are those torches? And pitCHFORKS!?"

She turned back to her friend. "Twily, just… listen to me. Just say you're sorry. _You can still be with Celestia, what you've worked and waited for. You can have all you ever wanted-"_

 _"_ I know _."_ Twilight cut her off. " _But I don't want it… No. I can't want it, anymore! Something has changed within me, something is not the same. I'm through with playing by the rules of someone else's game. Too late for second guessing. Too late to go back to sleep. It's time to trust my instincts. To close my eyes,"_ She unfolded her wings for what felt the first time in a lifetime. _"And leap. It's time to try defying gravity. It's time to try defying gravity. And you can't pull me down."_

Rarity looked at her friend with more than a touch of concern. " _Can't I make you understand, you're having delusions of grandeur."_

 _"I'm through accepting limits."_ Twilight continued. " _Cause someone says they're so. Some things I cannot change, but 'til I try I'll never know. Too long I've been afraid of, losing love I guess I've lost. Well if that's love, it comes at much to high a cost! I'd sooner buy defying gravity. Kiss me goodbye, I'm defying gravity. And you can't pull me down!"_

Her epiphany was interrupted by a banging on the door. "OPEN UP!" a deep voice they assumed was a guard. "In the name of her supreme Ozness!"

Twilight looked at her now extended wings. She flapped experimentally, even going so far as to hover slightly over the ground. Satisfied, she folded them back up.

"Twilight? You aren't really leaving, are you?" Twilight's face softened at her friend's expression.

"You can come with me, you know."

Rarity's eyes widened. "Wha- What?"

"I mean, just think of what we could do. Together. _Unlimited, together we're unlimited. Together we'll be the greatest team that's ever been. Rarity. Dreams the way we planned 'em."_

Rarity wasn't certain, but offered a half smile all the same. " _If we work in tandem…"_

" _There's no fight we cannot win,"_ They said together. _"Just you and I defying gravity. With you and I defying gravity."_

 _"They'll never bring us down!"_ Twilight finished. She grinned at Rarity. "Well, are you coming?"

Rarity looked back out the window, then at Twilight. Her eyes finally landed on the hat perched on the head of her best friend. A hat she had given her. She sighed. " _I hope you're happy."_ She said quietly. " _Now that you're choosing this."_

Twilight smiled at the only friend she'd ever had. "You too. _I hope it brings you bliss."_

 _"I really hope you get it, and you don't live to regret it."_ They warned each other. _"I hope you're happy in the end. I hope you're happy in the end. I hope you're happy, my friend…"_

With a sudden bang, the guards broke through the door.

"It's her!" The leader yelled. "Don't let her get away!" He grabbed Rarity's foreleg.

She shrieked. "Let go of me. What in Oz is wrong with you? Let me go!"

Twilight re-extended her wings and shot up to the ceiling. "It's not her you want! She has nothing to do with this. It's all on me!" Twilight gave her best shot at a wicked cackle. "IT'S ME! UP HERE! IT'S ME!"

She flew out the window. Unfortunately, her flying was not as good as she had originally thought. She flew lower than she had intended and knocked down several townspeople. She got higher and managed to balance out her flying. Just then, Rainbow Dash caught up to her.

"Room for one more?" The now-Pegasus asked.

Twilight grinned at her. "Sure."

They beat their wings in near-perfect harmony, climbing higher and higher.

 _"So if you care to find me, look to the western sky!"_ Twilight shouted. " _As someone told me lately, everyone deserves a chance to fly! And if I'm flying solo, at least I'm flying free! TO those who ground me, take a message back from me! Tell them how I am defying gravity! I'm flying high defying gravity! And soon I'll match them in renown."_ Twilight looked back at the Emerald city. " _and nobody in all of Oz, no unicorn that there is or was, is ever gonna bring me DOWN!"_ She raced into the sunset with Rainbow.

 _"Look at her, she's wicked!"_ the townsfolk yelled. _"Get her!"_

 _"Bring me DOWN!"_

 _"I hope you're happy."_ Rarity Felt tears stinging her eyes as she watched the dot that was Twilight fade into the distance.

 _"No one mourns the wicked!"_ the citizens shouted. _"So we've got to bring her…"_

 _"AHHHHHHHHHHHHH!"_

 _"DOWN!"_


	9. Sorry

_**Sorry guys, I think I'm gonna have to discontinue this fic so that I can move on to other stuff. I'm going to write more of my own stuff rather than rewrites. I'm pretty sure anyone reading this knows how it ends anyway. If any of you want to continue this on your own, just message me. Pls and Thnx U! 3**_


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